Common use of No Survival Clause in Contracts

No Survival. Representations and warranties of the Company and the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Appears in 11 contracts

Samples: Merger Agreement (SEP Acquisition Corp.), Merger Agreement (SANUWAVE Health, Inc.), Merger Agreement (Innovative International Acquisition Corp.)

AutoNDA by SimpleDocs

No Survival. Representations and warranties of the Target Company and the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Target Company or the Purchaser pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Target Company and the Purchaser and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Target Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by the Target Company and the Purchaser in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Appears in 3 contracts

Samples: Business Combination Agreement (Zalatoris II Acquisition Corp), Business Combination Agreement (Zalatoris Acquisition Corp.), Business Combination Agreement (DUET Acquisition Corp.)

No Survival. Representations The representations and warranties of the Company and the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pono Capital Two, Inc.), Merger Agreement (Pono Capital Two, Inc.), Agreement and Plan of Merger (AMCI Acquisition Corp.)

No Survival. Representations and warranties of the Company and the Purchaser SPAC contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser SPAC pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser SPAC and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser SPAC or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser SPAC in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Appears in 2 contracts

Samples: Merger Agreement (Aquaron Acquisition Corp.), Business Combination Agreement (Pono Capital Three, Inc.)

AutoNDA by SimpleDocs

No Survival. Representations The representations and warranties of the Company and the Purchaser Parties contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company Company, GX or the Purchaser Merger Sub pursuant to this Agreement shall will not survive the Closing, and from and after the Closing, the Company, the Second Merger Surviving Company and the Purchaser and their respective Representatives shall will not have any further obligations, nor shall will any claim be asserted or action be brought against the Company, the Second Merger Surviving Company or the Purchaser or their respective Representatives with respect thereto. The covenants and agreements made by of the Company and the Purchaser Parties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreementscovenants, shall will not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall will survive the Closing and continue until fully performed in accordance with their terms).

Appears in 2 contracts

Samples: Business Combination Agreement (GX Acquisition Corp. II), Business Combination Agreement (Niocorp Developments LTD)

No Survival. Representations and warranties of the Company Warrantors and the Purchaser SPAC contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Purchaser SPAC pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and the Purchaser SPAC and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Company or the Purchaser SPAC or their respective Representatives with respect thereto. The covenants and agreements made by the Company and the Purchaser SPAC in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Appears in 2 contracts

Samples: Merger Agreement (Plutonian Acquisition Corp.), Merger Agreement (Aquaron Acquisition Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!